Scientific Games Corporation has announced that a number of long-term institutional investors, including gaming industry investor Caledonia, have reached agreement to acquire a 34.9% stake in the firm from MacAndrews & Forbes Incorporated for $28 per share.
In a statement issued today, the company said that it will implement a series of governance changes and enhancements, including refreshment of its Board of Directors and termination of the stockholders agreement with MacAndrews & Forbes.
It added that the moves, made in line with the transaction, will reflect its new investor base and continue to position the company for growth and value creation.
Barry Cottle, President and CEO, said: “Scientific Games is well-positioned for future success given our industry leading portfolio of products and technologies, loyal customer base and talented leadership team. We are pleased to have the support of our refreshed Board and new investor base as we continue to execute on our strategy to drive meaningful long-term growth and shareholder value creation.”
The Scientific Games Board will be reconstituted to include all existing directors, other than the MacAndrews & Forbes representatives, as well as three new directors. The Board will comprise a majority of independent directors with a deep and diverse mix of gaming industry, financial, strategic and operational experience.
Former Aristocrat CEO Jamie Odell, along with former Aristocrat CFO Toni Korsanos, will join the SG Board as Executive Chair and Executive Vice Chair, respectively. They will be joined by an additional independent non-executive director.
Ronald Perelman, current Executive Chairman of the Scientific Games Board and MacAndrews & Forbes Chairman and CEO, as well as Barry Schwartz and Frances Townsend, the two other MacAndrews & Forbes representatives, will resign from the Board.
During Odell’s tenure as CEO of Aristocrat from 2009 to 2017, the firm’s market capitalization increased from $1.3bn to approximately $7.5bn and achieved leading market share positions in digital, Class II and Class III gaming. Both Odell and Korsanos currently serve as senior advisors to the SG Board and work with Cottle to develop and support the company’s current growth strategies.
Odell said: “I am excited to become the Executive Chair of Scientific Games and work alongside the company’s world-class leadership team at such an important time for both the company and the broader gaming industry. The company possesses a market leading portfolio of products and a differentiated position in the emerging digital gaming and sports betting industries.
“Scientific Games will have the support of a highly credentialed and experienced investor base, including Caledonia, as we implement transformative initiatives to optimize the asset portfolio and unlock the full potential of the Company’s best-in-class collection of products and technologies. We will be highly focused on rapidly de-leveraging the balance sheet and creating a flexible, agile company that is poised to capitalize on evolving industry and macroeconomic trends to deliver outsized returns to investors.”
Cottle added: “As gaming industry revenues continue to recover, we believe Scientific Games is poised to benefit from a renewed wave of growth given our position at the forefront of the rapidly expanding digital gaming and sports betting ecosystem and our vast portfolio of original content and licensed brands.
“We are committed to maintaining our position as the preferred partner to the leading casino and sports betting operators across the United States and around the world by delivering unparalleled customer service and continuing to innovate our leading technology and product portfolio.”